UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 24, 2013
EP ENERGY LLC
(Exact name of registrant as specified in its charter)
Delaware | | 333-183815 | | 45-4871021 |
(State of Incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
1001 Louisiana Street
Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 997-1200
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
Repricing Amendment to Senior Secured Term Loan Agreement
On April 22, 2013, EP Energy LLC (the “Registrant”) announced that it is seeking a repricing amendment of its existing senior secured term loan agreement to reduce the interest rate on its $750 million outstanding principal amount of existing Tranche B-1 Term Loans (such repriced loans referred to as the “Tranche B-3 Loans”), subject to market and other conditions.
On May 2, 2013, the Registrant entered into a repricing amendment to its existing senior secured term loan agreement for the Tranche B-3 Loans, which was expected to close and become effective on May 24, 2013.
On May 24, 2013, the Registrant successfully closed on the repricing amendment to its existing senior secured term loan agreement for the Tranche B-3 Loans. As a result of the repricing amendment, the LIBOR floor and the margin applicable to the Tranche B-3 Loans were reduced to 0.75% and 2.75%, respectively. The Tranche B-3 Loans are prepayable at any time without premium or penalty; provided, however, that there is a 1.00% fee in connection with any repricing of the Tranche B-3 Loans that reduces the interest rate of the Tranche B-3 Loans (or any prepayment of the Tranche B-3 Loans with proceeds of new term loans or debt securities having lower applicable margins or applicable yield than the margin applicable to the Tranche B-3 Loans) prior to the date that is 6 months after the closing of the amendment.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit
No. | | Description |
10.1 | | Amendment No. 2, dated as of May 2, 2013, to the Term Loan Agreement, dated as of April 24, 2012, among EP Energy LLC, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent. |
| | |
10.2 | | Joinder Agreement, dated as of May 2, 2013, among Citibank, N.A., as Additional Tranche B-3 Lender, EP Energy LLC and Citibank, N.A., as administrative agent. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EP ENERGY LLC |
| |
Date: May 28, 2013 | By: | /s/ Dane E. Whitehead |
| | Dane E. Whitehead |
| | Executive Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
Exhibit
No. | | Description |
10.1 | | Amendment No. 2, dated as of May 2, 2013, to the Term Loan Agreement, dated as of April 24, 2012, among EP Energy LLC, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent. |
| | |
10.2 | | Joinder Agreement, dated as of May 2, 2013, among Citibank, N.A., as Additional Tranche B-1 Lender, EP Energy LLC and Citibank, N.A., as administrative agent. |
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